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3 July 2026
Welcome to this week’s Minerva Proxy Update, where we review another busy week of voting outcomes and investor escalation across global markets. This edition covers shareholder responses to redomiciliation proposals, supermajority voting standards, founder disputes, board accountability and governance reform, alongside a wider look back at 2026’s Vote No campaigns.
At Dell Technologies Inc’s AGM on 25 June 2026, a proposal to move the company’s legal domicile from Delaware to Texas received more than 97% support. However, the result should be viewed in the context of Dell’s dual-class share structure, under which Class A and Class B shares carry 10 votes per share, compared with one vote for Class C shares. Insiders hold more than 90% of overall voting rights, while Michael S. Dell holds a majority of the voting power due to his Class A shareholding. The vote highlights the value of disaggregated voting disclosure by share class, which would provide clearer insight into how minority shareholders voted compared with insiders.
At CrowdStrike Inc’s AGM on 17 June 2026, a board proposal to ratify supermajority provisions requiring two-thirds support for certain actions failed, receiving only 14% support. The board had excluded a shareholder proposal seeking to remove these provisions and instead put forward its own proposal to retain them. The outcome indicates clear shareholder support for a simple majority standard.
Demonstrating the entrenchment risks of supermajority provisions, at CorMedix Inc’s AGM on 23 June 2026, five board proposals to amend the company’s governing documents failed despite majority shareholder support. Each required approval from a majority of outstanding shares and at least 66% of preferred stock, illustrating how supermajority provisions can block changes even where a majority is in favour.
At Big Technologies plc’s AGM on 23 June 2026, resolution 7 to re-appoint Camilla Macun as a director failed, with 54.8% of votes cast against, resulting in her stepping down from the board. The other nine resolutions passed, although eight received more than 37% opposition. The board disclosed adjusted voting results excluding votes from major shareholder Sara Murray, who holds over 25% of the share capital, noting that resolution 7 would have passed with more than 71% support on that basis.
The vote follows the company’s March 2025 dismissal of founder Sara Murray as CEO and director, and related legal proceedings concerning alleged undisclosed interests, untrue information and improper diversion or extraction of significant sums. Ms Murray denies the allegations.
At Chubu Electric Power Co Inc’s AGM on 25 June 2026, shareholder proposals to remove Chairman Satoru Katsuno and CEO Kingo Hayashi received between 28% and 31% support, while their re-election received 56% and 61% support respectively. The proposals cited alleged governance failures linked to falsified design basis ground motion data at the Hamaoka Nuclear Power Station, including delayed disclosure and inadequate responses to the Nuclear Regulation Authority. The board said an independent external committee is investigating the matter and that the company is fully cooperating.
At Norwegian Cruise Line Holdings Ltd’s AGM on 11 June 2026, a shareholder proposal to declassify the board and introduce annual director elections passed with 86% support. This aligns with a broader United States trend this season, where traditional governance proposals have generally attracted stronger support than environmental and social proposals.
In Japan, early voting results suggest a similar pattern. At Mitsui Mining & Smelting Co Ltd.’s AGM on 26 June 2026, a shareholder proposal requesting individualised executive remuneration disclosure received 43.3% support. At Rohto Pharmaceutical Co Ltd.’s AGM on 24 June 2026, a proposal to allow shareholders, rather than only the board, to decide on dividends and other distributions received 48% support. We will continue to monitor notable voting outcomes as more Japanese AGM results become available.
Vote No campaigns have been a recurring feature of the 2026 proxy season and are increasingly becoming a preferred mechanism for investors seeking to express dissatisfaction without filing shareholder proposals. Most campaigns targeted individual directors, particularly board chairs and committee leaders. While many directors continued to secure strong re-election margins, several campaigns generated meaningful levels of dissent, highlighting governance, shareholder rights and climate-related concerns.
As is typical, the majority of Vote No campaigns occurred in the United States, filed by individual investors, pension funds, faith-based investors and asset managers, with a wide range of outcomes.
Labcorp Holding’s Garheng Kong received the lowest support during the season, with 71.08% votes in favour, compared with 95.09% at the 2025 AGM. Kong was targeted by John Chevedden in his capacity as Chair of the Nominating and Corporate Governance Committee. The campaign focused on the company’s decision to exclude a shareholder proposal on an independent board chair. Labcorp justified the exclusion by citing the SEC’s revised non-action letter process introduced in November 2025 and argued that such a policy could conflict with state law. Chevedden disputed this reasoning, arguing that the company had used the revised process to avoid a shareholder vote. The sharp increase in opposition suggests a significant number of shareholders shared those concerns.
Alexandria Real Estate’s James Cain also saw a notable decline in support, receiving 77.93% votes in favour. As with Labcorp, Chevedden pointed to the exclusion of a chairman proposal from the ballot. In addition, he criticised the Chair of the governance committee for failing to respond to his February 2026 correspondence and highlighted that shareholders had approved a move to simple majority voting standards by an 84% margin at the 2025 AGM, with no binding follow-up. Despite being named in the same letter, fellow committee member Maria Freire received 95.37% support, illustrating how targeted dissent often concentrates on a single accountable individual.
ExxonMobil also faced a notable Vote No campaign linked to its proposed redomiciliation to Texas. The proposal received 70.51% support, which was widely viewed as weak for a measure framed as administrative. The result reflects a broader investor debate over whether Texas corporate law weakens shareholder rights relative to Delaware or New Jersey.
Several additional campaigns resulted in director support levels in the 80% range. Lennar’s Jeffrey Sonnenfield (81.17%) was criticised over a pre-recorded AGM, long board tenure and the re-emergence of a one-share one-vote proposal that had previously received 45% support. Skyworks Solutions’ Kevin Beebe (83.82%) faced scrutiny over repeated failure to meet an 80% of outstanding shares threshold despite 99% support of votes cast, raising questions about turnout and governance standards.
Similarly, Fidelity National Financial’s Peter Shea (84.11%), Fortinet’s Ming Hsieh (87.74%) and Alaska Air’s Kathleen Hogan (88.79%) reflected recurring concerns around proposal exclusions. Target’s Brian Cornell (86.77%) and Christine Leahy (88.34%) were targeted by institutional investors over long-term underperformance and the decision to retain Cornell as Executive Chair under incoming CEO Michael Fiddelke. Duke Energy’s Theodore Craver (88.60%) faced opposition linked to generation strategy and expansion tied to rising demand.
It is also notable that several targets, including Teledyne’s Michael Smith and Eli Lilly’s Juan Luciano, were not up for election at their respective 2026 AGMs. Filing Vote No campaigns against non-standing directors remains a recognised strategy, allowing investors to signal dissatisfaction and place directors on notice ahead of future votes.
In the United Kingdom, BP was again a focal point, receiving a campaign from Follow This and co-filers. The campaign recommended votes against the chair and two management resolutions, while supporting a shareholder proposal on capital discipline. Chair Albert Manifold was re-elected with approximately 80% support, but later removed by the board due to governance concerns.
Two management proposals, one seeking to revoke BP’s 2015 and 2019 climate disclosure commitments and another permitting virtual-only AGMs, both failed after receiving around 43% support, well below the 75% threshold. The shareholder proposal on capital discipline, backed by the Australasian Centre for Corporate Responsibility, received 25.31% support.
A separate theme in the UK was emerging dissent against bank chairs. ShareAction targeted the chairs of NatWest and HSBC following changes to restrictions on oil and gas lending. NatWest’s Rick Haythornthwaite received 92.07%, down from 97.6% in 2025. HSBC’s Brendan Nelson and James Forese received 92.17% and 91.67% respectively. While far from critical levels, these results indicate a degree of shareholder pushback at institutions where support typically exceeds 98%.
Japan was another key region, with Market Forces targeting directors at the three megabanks and two major trading houses. Campaigns focused on governance and oversight of climate-related financial risks.
At the banks, Mitsubishi UFJ Financial Group Chair Hironori Kamezawa received 65.21% support, an unusually low result for a major Japanese issuer. Sumitomo Mitsui Financial Group Chair Makoto Takashima received 78.73%. By contrast, Mizuho Financial Group Chair Hidekatsu Take secured 99.20%, despite facing the same campaign, reflecting differing shareholder responses across institutions.
The trading houses saw significantly less dissent. Mitsui & Co. Chair Tatsuo Yasunaga received 97.24% support and Sumitomo Corporation Chair Masayuki Hyodo received 96.94%. The contrast suggests that investors are more willing to use director elections to signal concerns over financed emissions at financial institutions than over exposure to fossil-fuel-related supply chains at trading houses.
The broader pattern emerging from 2026 is clear. With fewer shareholder proposals reaching the ballot, Vote No campaigns are increasingly the preferred mechanism for investors seeking accountability. While relatively few directors failed to secure re-election, support levels below 90% are becoming an increasingly important signal of investor concern and a key indicator of where boards may face sustained scrutiny.
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